In this age of fake news, what does it mean when a CEO admits his company harbored a “culture of lies”? What happens when senior management is not the solution to compliance woes but the problem? How do shareholders make their collective displeasure known to company executives? Does any of this even matter? These questions and others ran through the head of The Man From FCPA over recent reports of shareholder dissatisfaction with executive management at the Japanese giant Toshiba.
Things got about as stark as they could for the venerable 142-year-old corporation when one exasperated shareholder said, “Shame on you! You are all liars. How could you ask us to trust management?” The shareholders meeting had the unfortunate timing to take place within 24 hours after a chapter 11 bankruptcy filing by Westinghouse Electric Co., a U.S. nuclear-plant builder 87percent-owned by Toshiba. Westinghouse had suffered huge cost overruns on U.S. projects. Toshiba said it expected to record a loss of about $9 billion for the year. All of this came on the heels of last year’s shareholders meeting, where senior executives “had offered a cheerful outlook and said the computer-memory business was helping Toshiba recover from an accounting scandal in 2015.”
The company’s chief executive promised that “All our executives will firmly work towards a recovery from this current crisis. We will move forward by ensuring a culture clear of lies.” However many shareholders were not buying that same old song and dance. Yet, the reality is that Toshiba continues to be buffeted by its own internal missteps, from the fraudulent accounting scandal to its complete mishandling of the Westinghouse transaction and subseqneut failure to accurately deal with the newly acquired entity.
What about the shareholders? Can they actually do something? Shareholders in Japan have even less rights than their American counterparts. If shareholders cannot even vote with the feet by leaving there is not much incentive for a corporation to still dissemble. Perhaps that is the role of government …